VisionWave Holdings, Inc. has entered into a Joint Venture and Operating Agreement with Sadot Group Inc. and a newly formed entity, CMJV LLC, to acquire a controlling stake in C.M. Composite Materials Ltd. (CM), an Israeli company. The joint venture was established on September 30, 2026, with VisionWave and Sadot contributing rights to the proposed acquisition and outstanding loans in exchange for equal ownership of CMJV.
Under the agreement, VisionWave and its wholly-owned Israeli subsidiary, VisionWave IL Ltd., contributed all rights related to CM, including the right to acquire 51% of CM’s issued and outstanding share capital and the associated loan agreements, to CMJV. In exchange, the Company received 7,814,323 units of membership interest. Sadot contributed $7,814,323 in cash, equal to the amount VisionWave had advanced to CM, in exchange for an equal number of units. Immediately following the closing, each party holds a 50% interest in CMJV.
The Company had previously agreed to acquire 51% of CM for 250,000 shares of common stock, subject to a condition involving Belrise Industries Limited. That condition has not been satisfied, and the closing date for the acquisition has been extended to December 31, 2026. As of September 30, 2026, VisionWave and VisionWave IL had advanced approximately $7.81 million to CM under a loan agreement bearing 12% interest, secured by a first-priority security interest in CM’s assets.
As part of the transaction, Sadot issued 250,000 shares of its common stock to VisionWave as an entry premium. Sadot has committed to fund the cash contribution in tranches over the next year, with a minimum cumulative funding of $3.0 million by December 30, 2026. If Sadot fails to fund the full commitment by September 30, 2027, the unfunded portion is extinguished, and Sadot’s units are cancelled dollar-for-dollar. The joint venture agreement includes provisions for deadlock resolution and transfer restrictions on the units.
